Tender and Support Agreement Sample Clauses

Tender and Support Agreement. On February 5, 2012, Crescendo Investments II, LLC, in its capacity as general partner of Crescendo Partners II, L.P., Series Z, Crescendo Investments III, LLC, in its capacity as general partner of Crescendo Partners III, L.P., Xxxxxx Xxxxxx, and Xxxxxxx Xxxxxxx (each, a “Supporting Shareholder”), entered into a Tender and Support Agreement with Parent and the Purchaser (the “Support Agreement”). Pursuant to the Support Agreement, each Supporting Shareholder has agreed, among other things, (i) to validly tender, as promptly as practicable and in any event no later than 5:00 p.m., New York City time, on the second business day prior to the initial expiration date of the Offer, and not withdraw that Supporting Shareholder’s Shares in the Offer, pursuant to the terms of the Offer, (ii) to vote (or cause to be voted) all of that Supporting Shareholder’s Shares (a) in favor of adopting the Merger Agreement, unless a Recommendation Withdrawal has been made in accordance with the Merger Agreement, (b) for the approval of any proposal to postpone a shareholder meeting to a later date if there are not sufficient votes for the adoption and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, (c) against any action or agreement that would result in (1) a breach of any representation, warranty, covenant, agreement or other obligation of the Company under the Merger Agreement and/or (2) the failure of any of the conditions to the Offer, (d) against any Acquisition Proposal, unless a Recommendation Withdrawal has been made in accordance with the Merger Agreement in favor of a Superior Proposal, and (e) against any agreement, amendment to the Company’s charter or bylaws or other action that would prevent, impede, interfere with or delay the consummation of the Offer or the Merger. Each Supporting Shareholder granted an irrevocable right to Parent, as that Supporting Shareholder’s proxy and attorney-in-fact, to vote all that Supporting Shareholder’s Shares, or to grant a consent or approval in respect of that Supporting Shareholder’s Shares, in a manner consistent with the provisions discussed above. The proxy is automatically revoked upon termination of the Support Agreement. Until termination of the Support Agreement, each Supporting Shareholder shall not (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of (each, a “Transfer”), or enter into any contract, option or other arran...
Sample 1
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Tender and Support Agreement. The Company has delivered to Purchaser, simultaneously with the execution of this Agreement, Tender and Support Agreements in substantially the form attached hereto as Exhibit A whereby Xxxx X. Xxxxxxxx, Xxxx X. Xxxxxxxxxx and Horizon BioMedical Ventures, LLC agree to tender each of their Shares in the Offer. Such Tender and Support Agreements shall terminate upon termination of this Agreement in accordance with the terms of this Agreement.
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Tender and Support Agreement. Except as amended by this Amendment, the Tender and Support Agreement shall remain in full force and effect.
Sample 1
Tender and Support Agreement. The following is a summary of the material provisions of the Tender and Support Agreement (as defined below). The following description of the Tender and Support Agreement is only a summary and is qualified in its entirety by reference to the Tender and Support Agreement, a copy of which is filed as Exhibit (d)(2) of the Schedule TO and is incorporated herein by reference. For a complete understanding of the Tender and Support Agreement, you are encouraged to read the full text of the form of Tender and Support Agreements. Concurrently with entering into the Merger Agreement, Xxxxx and Purchaser entered into a Tender and Support Agreement dated May 9, 2018 (the “Tender and Support Agreement”) with Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx, XIV, LLC, KPCB XIV Founders Fund, LLC, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx XCI, LLC, KPCB XVI Founders Fund, LLC, OrbiMed Private Investments IV, LP, OrbiMed Private Investments V, LP, Quan Venture Fund I, L.P., Decheng Capital China Life Sciences USD Fund II, L.P. and Xxxxx Xxx Xxxxxxxxxx (each a “Supporting Stockholder”). As of May 9, 2018, Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx, XIV, LLC owned 3,475,576 Shares (or approximately 11.4% of all Shares outstanding as of May 9, 2018), KPCB XIV Founders Fund, LLC owned 294,029 Shares (or approximately 1.0% of all Shares outstanding as of May 9, 2018), Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx XVI, LLC owned 480,625 Shares (or approximately 1.6% of all Shares outstanding as of May 9, 2018), KPCB XVI Founders Fund, LLC owned 16,453 Shares (or approximately .0005% of all Shares outstanding as of May 9, 2018), OrbiMed Private Investments IV, LP owned 3,709,356 Shares (or approximately 12.2% of all Shares outstanding as of May 9, 2018), OrbiMed Private Investments V, LP owned 409,547 Shares (or approximately 1.3% of all Shares outstanding as of May 9, 2018), Quan Venture Fund I, L.P. owned 404,900 Shares (or approximately 1.3% of all Shares outstanding as of May 9, 2018), Decheng Capital China Life Sciences USD Fund II, L.P. owned 1,214,700 Shares (or approximately 4.0% of all Shares outstanding as of May 9, 2018), and Xxxxx Xxx Xxxxxxxxxx owned 809,865 Shares (or approximately 2.7% of all Shares outstanding as of May 9, 2018). As of May 9, 2018, the Supporting Stockholders collectively beneficially owned, in the aggregate, 10,815,051 Shares (or approximately 35.6% of all Shares outstanding as of May 9, 2018). Xxxxx expressly disclaims beneficial ownership of all Shares covered by the Tender and Support Ag...
Sample 1
Tender and Support Agreement. In connection with the Merger Agreement, certain stockholders each entered into a Tender and Support Agreement, dated as of January 10, 2011, and one stockholder entered into a Tender and Support Agreement, dated as of January 12, 2011, in each case with IDEX and the Purchaser, each of which we refer to as a “Support Agreement.” The following summary of certain provisions of the Support Agreements is qualified in its entirety by reference to the Support Agreements, which are incorporated herein by reference. We have filed copies of the Support Agreements as exhibits to the Schedule TO. Stockholders and other interested parties should read the Support Agreements in their entirety for a more complete description of the provisions summarized below. Each of Xxxxx X. Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxx Xxxxxx, Xxx Xxxxxx Xxx, Xxxx X. Xxxxxxx, Xxxxx Xxx and Xxxxxxx X. Xxxxxxxx (collectively, the “Specified Stockholders” and each a “Specified Stockholder”) is a party to a Support Agreement and has agreed to tender, or cause to be tendered in the Offer any Shares he or she holds as of or acquires after the date of his or her Support Agreement, free and clear of all liens or other encumbrances, promptly following the commencement of the Offer. Each of the Specified Stockholders has also agreed not to withdraw his or her Shares once tendered, or cause his or her Shares to be withdrawn, from the Offer at any time. If the Offer is terminated or withdrawn by the Purchaser, or the Merger Agreement is terminated prior to the completion of the Offer, IDEX and the Purchaser are required to promptly return, and shall cause the Depositary to return, all tendered Shares to the registered holders of the Shares tendered in the Offer. If the Merger is completed, each of the Specified Stockholders has agreed to waive and not to exercise any appraisal rights nor to dissent from the Merger. Each Specified Stockholder agrees to vote all Shares beneficially owned or controlled by such Specified Stockholder, in connection with any meeting of Microfluidics’ stockholders or any action by written consent in lieu of a meeting of stockholders: • in favor of the Merger or any other transaction pursuant to which IDEX proposes to acquire Microfluidics, whether by tender offer, merger or otherwise, in which Microfluidics’ stockholders would receive consideration per Share equal to or greater than the consideration to be received by such...
Sample 1
Tender and Support Agreement. At the request of and as a condition to NRC's execution of the Merger Agreement, on June 19, 2013, NRC US Holdings Company, Purchaser, and the Tendering Stockholders entered into the Tender and Support Agreement, pursuant to which the Tendering Stockholders have agreed to validly tender into the Offer all Shares held by them. As of the date of this Offer to Purchase, the Tendering Stockholders own an aggregate of 5,865,433 Shares, or approximately 9.8% of the Shares on a fully diluted basis. Assuming conversion of all convertible notes held by them, the Tendering Stockholders would own an aggregate of 53,136,263 Shares, or approximately 88.7% of the Shares on a fully diluted basis. Pursuant to the Tender and Support Agreement, the Tendering Stockholders have agreed that at every meeting of Op-Tech stockholders called, and at every adjournment or postponement thereof, such Tendering Stockholder shall, or shall cause the holder of record on any applicable record date to, vote the Shares (to the extent that any of the Shares are not purchased in the Offer) (1) in favor of (a) approval and adoption of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement, and (b) approval of any proposal to adjourn or postpone the meeting to a later date if there are not sufficient votes for the approval and adoption of the Merger Agreement on the date on which such meeting is held, (2) against (a) any agreement or arrangement related to or in furtherance of any Acquisition Proposal, (b) any liquidation, dissolution, recapitalization, extraordinary dividend or other significant corporate reorganization of Op-Tech or its subsidiary, (c) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Offer or the Merger or that would reasonably be expected to dilute materially the benefits to NRC of the transactions contemplated by the Merger Agreement, or (d) any action, proposal, transaction or agreement that would reasonably be expected to result in (i) a breach of any covenant, representation or warranty or other obligation or agreement of Op-Tech under the Merger Agreement or of such Tendering Stockholder under the Tender and Support Agreement or (ii) the failure of any offer condition in the Merger Agreement to be satisfied, and (3) in favor of any other matter necessary for consummation of the transactions contemplated by the Merger Agreement, which is considered...
Sample 1

Related to Tender and Support Agreement

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Support Agreements (a) At any meeting of the shareholders of Parent, however called, or at any adjournment or postponement thereof, or in any other circumstance in which the vote, consent or other approval of the shareholders of Parent is sought, each Sponsor shall (i) appear at each such meeting or otherwise cause all of its Parent Ordinary Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all of its Subject Securities: (i) in favor of the Parent Shareholder Approval Matters and in favor of any proposal in respect of an Extension Amendment; (ii) against (or otherwise withhold written consent of, as applicable) any Business Combination or any proposal relating to a Business Combination (in each case, other than as contemplated by the Merger Agreement); (iii) against (or otherwise withhold written consent of, as applicable) any merger agreement or merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent (other than the Merger Agreement and the transactions contemplated thereby); (iv) against (or otherwise withhold written consent of, as applicable) any change in the business, management or board of directors of Parent (other than in connection with the Merger Agreement and the transactions contemplated thereby); and (v) against (or otherwise withhold written consent of, as applicable) any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement or the Merger Agreement or any of the transactions contemplated hereby or thereby, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Parent or Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing, and shall not deposit any of its Parent Ordinary Shares in a voting trust, grant any proxy or power of attorney with respect to any of its Parent Ordinary Shares or subject any of its Parent Ordinary Shares to any arrangement or agreement with respect to the voting of such Parent Ordinary Shares unless specifically requested to do so by the Company and Parent in writing in connection with the Merger Agreement, the Additional Agreements or the transactions contemplated thereby. (b) Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter Agreement, dated as of January 6, 2021, by and among the Sponsors and Parent (the “Sponsor Letter”). (c) Each Sponsor agrees that, if Parent seeks shareholder approval of the transactions contemplated by the Merger Agreement or any Additional Agreements, such Sponsor shall not redeem any Subject Securities owned by it in conjunction with such shareholder approval or the transactions contemplated thereby. (d) During the period commencing on the date hereof and ending on the Expiration Time, each Sponsor shall not modify or amend any Contract between or among such Sponsor or any Affiliate of such Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s Subsidiaries, on the other hand, except for the amendment of the Investment Management Trust Agreement as contemplated by the Merger Agreement.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Lockup Agreement In consideration for the Company agreeing to its obligations under this Section 5, each Holder agrees in connection with any registration of the Company's securities that, upon the request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Warrants or Warrant Stock (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as the Company or the underwriters may specify.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Cooperation Agreement If a Cooperating Institution is appointed, the Fund shall enter into a Cooperation Agreement with the Cooperating Institution setting forth the terms and conditions of its appointment.

  • Controlling Agreement To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.

  • Full Agreement The Contract Documents supersede all prior negotiations, discussion, statements, and agreements between Owner and Contractor and constitute the full, complete, and entire agreement between Owner and Contractor. There can be no changes to this Contract by oral means, nor by course of conduct of the parties, nor by custom of the trade. No changes to this Contract will be binding on either party hereto unless such change is properly authorized, in writing, in accordance with Section 3, Part 2 of the General Conditions.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

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